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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K/A
(Amendment
No. 1)
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Date
of Report (Date of earliest event reported): October 31, 2025 (August 22, 2025)
CARECLOUD,
INC.
(Exact
name of registrant as specified in its charter)
| Delaware |
|
001-36529 |
|
22-3832302 |
(State
or other jurisdiction
of incorporation) |
|
(Commission
File Number) |
|
(IRS
Employer
Identification No.) |
7
Clyde Road, Somerset, New Jersey, 08873
(Address of principal executive offices, zip code)
(732)
873-5133
(Registrant’s
telephone number, including area code)
Not
Applicable
(Former name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
| ☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| Common
Stock, par value $0.001 per share |
|
CCLD |
|
Nasdaq
Global Market |
| 8.75%
Series B Cumulative Redeemable Perpetual Preferred Stock, par value $0.001 per share |
|
CCLDO |
|
Nasdaq
Global Market |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Explanatory
Note
On
August 25, 2025, CareCloud, Inc. (the “Company” or “CareCloud”) filed with the Securities and Exchange Commission
(“SEC”) a Current Report on Form 8-K (the “Original Report”) to disclose that the Company, through one of its
subsidiaries, had acquired Medsphere Systems Corporation, a Delaware corporation (“Medsphere”). This Amendment No. 1 (the
“Amendment”) to the Original Report is being filed by the Company for the purpose of
amending and supplementing Item 9.01 of the Original Report to include the annual audited and interim unaudited financial statements
of Medsphere and the pro forma financial information required by Items 9.01(a) and (b) of Form 8-K and should be read in conjunction
with the Original Report. Except as provided herein, the disclosures made in the Original Report remain unchanged.
| Item
9.01 |
Financial
Statements and Exhibits. |
| (a) |
Financial statements of businesses or funds acquired. |
| |
|
| |
The financial statements of Medsphere are filed as Exhibit 99.1 and Exhibit 99.2 to this Form 8-K and incorporated by reference herein. |
| |
|
| (b) |
Pro forma financial information. |
| |
|
| |
Pro forma financial information with respect to the acquisition of Medsphere is
filed as Exhibit 99.3 to this Form 8-K and incorporated by reference herein. |
| (d) |
Exhibits |
|
| |
|
|
| |
23.1 |
Consent of Tanner LLC. |
| |
|
|
| |
99.1 |
Audited financial statements of Medsphere as of December 31, 2024 and 2023 and for the years then ended. |
| |
|
|
| |
99.2 |
Unaudited interim financial statements of Medsphere as of June 30, 2025 and for the six months then ended. |
| |
|
|
| |
99.3 |
Unaudited pro forma condensed combined financial information with respect to the acquisitions of Medsphere, RevNu and Mesa (a) as of June 30, 2025, (b) for the six months ended June 30, 2025 and (c) for the year ended December 31, 2024. |
| |
|
|
| |
99.4 |
Supplemental information. |
| |
|
|
| |
104 |
Cover
Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
| |
|
CareCloud,
Inc. |
| |
|
|
| Date: |
October
31, 2025 |
By: |
/s/
Norman Roth |
| |
|
|
Norman
Roth |
| |
|
|
Interim
Chief Financial Officer and Corporate Controller |